VALVE, L.L.C.
SDK LICENSE

This SDK License (the "Agreement") is made by and between you (the "Licensee") and VALVE, L.L.C., a Washington limited liability company ("Valve"), with offices located at 520 Kirkland Way, #201, Kirkland, WA 98033. 

BY CLICKING "I AGREE" BELOW, AND/OR BY DOWNLOADING THE VALVE SOFTWARE DEVELOPMENT KIT FOR HALF-LIFE (THE "SDK"), YOU AGREE TO BE BOUND BY THIS AGREEMENT.  

	Whereas, Valve is the developer of the Half-Life computer game and the SDK; 

	Whereas, Licensee wishes to develop a modified game running only on the Half-Life engine (a "Mod") for free distribution in object code form only to licensed end users of Half-Life; and

	Whereas, Licensee wishes to receive, and Valve wishes to disclose to Licensee, an object code version of the Engine, the SDK, and other information as deemed appropriate by Valve, all on the terms set forth herein; 

	Now, therefore, in consideration of the mutual promises made herein, the parties agree as follows:

1.	License.  

	1.1	License Grant.  Valve hereby grants Licensee a nonexclusive, royalty-free, terminable, worldwide, nontransferable license to:

(a)	use, reproduce and modify the SDK in source code form, solely to develop a Mod; and

(b)	reproduce, distribute and license the Mod in object code form, solely to licensed end users of Half-Life, without charge.  

	1.2	Updates.  Valve may from time to time, in its sole discretion, provide updates, error corrections, and future versions of the SDK to Licensee.  Upon delivery, such updates, error corrections and future versions shall be deemed part of the SDK, as applicable, under this Agreement.

	1.3	Reservation of Rights.  Valve reserves all rights not explicitly granted herein.  

	1.4	Indemnity.  Licensee hereby agrees that it is solely responsible for any and all Mods and Licensee's creation, distribution, and promotion thereof.  Licensee shall defend, indemnify, and hold harmless Valve, its officers, directors, employees and agents against any and all claims, damages, losses, or liabilities whatsoever arising out of Licensee's creation, distribution, or promotion of the Mod.

1.5	Trademarks.  Licensee acknowledges and agrees that this Agreement does not grant Licensee any right to use any trademarks or trade names of Valve, Sierra On-Line, Inc., or their licensors.  All such marks shall remain the property of the respective owner.  

2.	Term.  

2.1	Term.  This Agreement shall become effective as of the date Licensee downloads or installs the SDK and shall expire 1 year after such date.  

2.2	Termination.   Valve may terminate this Agreement immediately upon written (including email) notice to Licensee.  The Agreement will terminate automatically upon Licensee's breach of any term of this Agreement.

2.3	Survival.  Sections 1.4, 1.5, 2.2, 2.3, and 3-5 shall survive any expiration or termination of this Agreement.

3.	Disclaimer of Warranties; Limitation of Liability

 	3.1	NO WARRANTIES.  VALVE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SDK, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

 	3.2	LIMITATION OF LIABILITY.  IN NO EVENT SHALL VALVE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ENGINE AND/OR THE SDK, EVEN IF VALVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

4.	No Exclusivity.

Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise to or intention to make any purchase of products or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to the present or future marketing of any product or service or any commitment to enter into any other business relationship.  Except for the license and use restrictions expressly set forth herein, each party will be free (1) to pursue, negotiate, and enter into similar relationships with third parties and (2) to develop, market, and make available similar products and services.  Neither party will be obligated to enter into any other agreement with the other party by virtue of this Agreement.

5.	General.

5.1	Modification.  No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of both of the parties by their respective duly authorized officers or representatives.

5.2	Assignment.  Licensee may not assign this agreement without the prior written consent of Valve.  Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.

5.3	Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

5.4	Governing Law, Jurisdiction and Venue.  This Agreement shall be governed by the laws of the State of Washington.  Each of the parties hereto submits to jurisdiction and venue in the state and federal courts sitting in King County, Washington.

5.5	Entire Agreement.  This Agreement constitutes the entire understanding between the parties hereto and supersedes all previous communications, representations and understandings, oral or written, between the parties, with respect to the subject matter of this Agreement.

CLICK BELOW TO INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT.  IF YOU DO NOT AGREE, YOU MAY NOT DOWNLOAD AND/OR USE THE SDK.  

"I DO NOT AGREE"	"I AGREE"
